The North Carolina Stock Sale and Purchase Agreement — Long Form is a legal document that outlines the terms and conditions of a sale and purchase of stock in a company in the state of North Carolina. This agreement is used when a buyer wishes to acquire a majority or all of the shares in a company, thereby gaining control or ownership of the business. The agreement usually begins with an introductory section, including the date of the agreement, the names of the parties involved (buyer and seller), and their respective addresses. It also lists the company's name and legal structure, such as corporation or limited liability company. The document contains several key provisions, including but not limited to the following: Purchase Price: This section describes the total consideration for the shares being sold, including the purchase price per share, the total number of shares being sold, and the total purchase price. Representations and Warranties: Both the buyer and the seller make certain representations and warranties regarding the stock being sold. These statements affirm that the stock is being sold legally, free from any encumbrances, and that the seller is the lawful owner of the stock. Closing Conditions: This section outlines the conditions that must be fulfilled before the sale can be completed. It includes requirements such as obtaining necessary regulatory approvals, completion of due diligence, and the absence of any material adverse change in the company's financial condition. Indemnification: This provision establishes the buyer's right to seek indemnification from the seller for any losses or damages incurred as a result of misrepresentations or breaches of the agreement by the seller. Confidentiality: This section ensures that both parties agree to keep all non-public information obtained during the sale process confidential and not to disclose it to any third parties without prior written consent. Governing Law: The agreement specifies that it is governed by the laws of North Carolina and any disputes or claims arising from the agreement will be resolved in the state's courts. While there might not be specific variations of the North Carolina Stock Sale and Purchase Agreement — Long Form that are distinguished by separate names, the agreement may vary in terms of specific details based on the unique circumstances of each transaction. Overall, the North Carolina Stock Sale and Purchase Agreement — Long Form is a comprehensive legal document that protects the rights and interests of both the buyer and seller in a stock acquisition transaction within the state of North Carolina.